New Frontier Minerals Limited / Index: LSE & LSE / Epic: NFM / Sector: Industrial Metals and Mining

31 October 2025

New Frontier Minerals Limited

("NFM" or the "Company")

Addendum to Notice of Annual General Meeting  

New Frontier Minerals Limited (LSE/ASX:NFM) (CAN 137 606 476) gives notice to Shareholders that, in relation to the Notice of Annual General Meeting dated 29 October 2025 (Notice) in respect of the Company's annual general meeting of members to be held at 3:00pm WST on 28 November 2025 (Meeting), the Directors have resolved to include a new Resolution 14 within the Notice (Additional Resolution) an additional Section 14 within the Explanatory Statement as set out in this Addendum.

Shareholders should note that there is no change to the date, time and venue of the Meeting.

Capitalised terms in this Addendum have the same meaning as given in the Notice except as otherwise defined.

This Addendum is supplemental to the Notice and should be read in conjunction with the Notice. Apart from the amendments set out below, all Resolutions and the Explanatory Statement in the original Notice remain unchanged.

Replacement Proxy Form

Annexed to this Addendum to the Notice is a replacement Proxy Form (Replacement Proxy Form).  To ensure clarity of voting instructions by Shareholders on the Resolutions to be considered at the Meeting, Shareholders are advised that:

(a)        If you have already completed and returned the Proxy Form annexed with the Notice (Original Proxy Form) and you wish to cast votes for the Additional Resolution 14, you must complete and return the Replacement Proxy Form.

(b)        If you have already completed and returned the Original Proxy Form and you do not wish to vote on Resolution 14, you do not need to take any action as the earlier submitted Original Proxy Form will be accepted by the Company for Resolutions 1 to 13 unless you submit a Replacement Proxy Form. For the sake of clarity, the Company notes that if you do not lodge a Replacement Proxy Form, you will not have cast a vote on the Additional Resolution.

(c)        If you have not yet completed and returned a Proxy Form and you wish to vote on the Resolutions in the Notice as supplemented by the Addendum, please complete and return the Replacement Proxy Form.

The revised Form of Proxy is available via this link:

http://www.rns-pdf.londonstockexchange.com/rns/7100F_1-2025-10-31.pdf

Enquiries

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 8 9389 4407.

SUPPLEMENTARY BUSINESS OF THE MEETING

The agenda of the Notice is amended by including the following Resolutions:

1.         RESOLUTION 14 - ELECTION OF STEPHEN DAVID MAYNE WHO HAS NOMINATED HIMSELF AS A DIRECTOR (NOT BOARD ENDORSED)

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of clause 15.3 of the Constitution, Listing Rule 14.3, and for all other purposes, Stephen David Mayne, having consented to act as a director of the Company, be appointed as a director of the Company."

The Board unanimously recommends Shareholders vote against Resolution 14 (Election of Stephen David Mayne who has nominated himself as a Director) at this Meeting. The reasons for the Board's unanimous recommendation are set out below.

Dated: 31 October 2025 

SUPPLEMENTARY EXPLANATORY STATEMENT

The Explanatory Statement is supplemented by including the following Section:

14.       RESOLUTION 14 - ELECTION OF STEPHEN DAVID MAYNE WHO HAS NOMINATED HIMSELF AS A DIRECTOR (NOT BOARD ENDORSED)

14.1     Background

The Company advises that it has received a director nomination from Mr Stephen Mayne, an external non-Board endorsed candidate, who has nominated himself for election as a Non-Executive Director of the Company at the AGM.

By notice to the Company received on 24 October 2025, Mr Mayne, an external non-board endorsed candidate, has nominated himself to stand for election as a non-executive Director in accordance with clause 15.3 of the Constitution.

The Board has considered Mr Mayne's nomination and recommends that Shareholders vote against Mr Mayne's election as a director for the reasons set out below.

The Chairperson intends to exercise all available undirected proxies against this Resolution.

Mr Mayne has not provided biographical details for inclusion in this Notice. Other than the details provided below, the Company has little knowledge of Mr Mayne. The Company only received Mr Mayne's nomination just prior to the deadline for receiving a nomination and has not had the opportunity to undertake its usual background checks in respect of Mr Mayne consistent with the ASX Corporate Governance Counsel's Corporate Governance Principles and Recommendations, including experience and qualification checks and criminal record and bankruptcy checks.

In his nomination, Mr Mayne raised concerns about the Company holding only physical shareholder meetings and the Company completing share placements to institutional investors without a share purchase plan offering for retail shareholder participation.

Mr Mayne has also correctly highlighted that under stewardship and guidance of the current Board and management team, the NFM share price has increased from 1. 1 cents (18 July 2025) to 2.1 cents (30 October 2025) delivering substantial returns to all Shareholders.

The Board notes that Mr Mayne has unsuccessfully nominated himself for numerous other boards of listed public companies.

As at the date of this announcement to the best of the Company's knowledge, Mr Mayne holds 25,000 Shares.

14.2     Information provided by Mr Mayne 

Mr Mayne requested the following information be included in the Notice of Meeting. The information has not been independently verified by the Company.

"Stephen Mayne, 56. BCom (Melb). GAICD. Stephen is a Walkley Award-winning business journalist and Australia's best known retail shareholder advocate. He was the founder of www.crikey.com.au, publishes the corporate governance website www.maynereport.com, writes regular columns for The Intelligent Investor and co-hosts The Money Café podcast with Alan Kohler. His governance experience includes 8 years as a City of Manningham councillor, a 4 year term (2012-2016) as a City of Melbourne councillor, 5 years on the Australian Shareholders' Association board and asking questions at more than 1100 ASX listed company AGMs since 1998. Stephen nominated for the New Frontier Minerals board out of concern that it has once again chosen to run a difficult to access physical AGM in Perth.  The company is capitalised at more than $30 million and reports that it has 3,152 shareholders. It should be offering hybrid AGMs with both the physical location in Perth and the ability for shareholders to vote and ask questions live online during proceedings. Even worse, this year's meeting is once again on the last possible day: Friday, November 28. There were more than 200 ASX listed companies which held their 2024 AGMs on the last Friday in November, the majority of which were physical meetings in Perth. This orchestrated avalanche of last Friday AGMs in the world's most isolated city makes a mockery of shareholder engagement and AGM accountability. It needs to stop! Mr Mayne is also concerned that the company has a history of doing selective placements to "sophisticated" and institutional investors without offering "unsophisticated" retail shareholders an opportunity to participate on the same terms through a Share Purchase Plan. It happened as recently as June this year when the company raised $1.59 million in a placement at 1.1c with no follow on SPP. The stock has since risen to 2c, delivering windfall gains to the lucky placement recipients. It is not too late for the company to launch a make-good SPP and electing Stephen will reduce the prospect of such poor treatment being repeated in the future. Contact Stephen by email at  [email protected]  of via www.maynereport.com ."

14.3     Board recommendation

Based on the information available, in the Board's view:

(a)        Mr Mayne's skills and experience are not complementary to the current Board and he does not have the requisite mining and exploration experience to be an effective director;

(b)        Mr Mayne would not add to the effectiveness of the Board;

(c)        it is not in the best interest of the Company and its Shareholders that Mr Mayne be elected as a non-executive director;

(d)        the optimal Board size is 3 x persons thereby reducing unnecessary spend on excessive fees and reducing cash burn; and

(e)        the Directors unanimously recommend that Shareholders vote against this Resolution.

If this Resolution is passed, Stephen Mayne will be elected to the Board as a director and will become effective only if he satisfies the Company's standard requirements for director candidates and meets associated regulatory requirements. Mr Mayne has not met any of these requirements to date.

If this Resolution is not passed, Stephen Mayne will not join the Board as a director.

For further information please contact

About New Frontier Minerals

New Frontier Minerals Limited is an Australian-based focussed explorer, with a strategy to develop multi-commodity assets that demonstrate future potential as an economic mining operation. Through the application of disciplined and structured exploration, New Frontier has identified assets deemed core and is actively progressing these interests up the value curve. Current focus will be on advancing exploration activity at the Harts Range Niobium, Uranium and Heavy Rare Earths Project which is circa 140km north-east from Alice Springs in the Northern Territory. Other interests include the NWQ Copper Project, situated in the copper-belt district circa 150km north of Mt Isa in Queensland. New Frontier Minerals is listed on the LSE and ASX under the ticker "NFM".